FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT, dated as of May 20, 2005 (this "Amendment"), under the Credit Agreement
dated as of February 1, 2005 (such agreement, as amended or otherwise modified, the "Credit Agreement"), among
EDISON INTERNATIONAL, a California corporation (the "Borrower"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), CITICORP NORTH AMERICA, INC., as syndication
agent, CREDIT SUISSE FIRST BOSTON, XXXXXX COMMERCIAL PAPER INC. and UNION BANK OF CALIFORNIA, N.A., as
documentation agents, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity,
the "Administrative Agent").
WHEREAS, the parties hereto desire to amend the Credit Agreement; and
WHEREAS, pursuant to Section 9.1 thereof, the Credit Agreement may be amended with the consent
of the Required Lenders.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Defined Terms. Unless otherwise specifically defined herein, each term used
herein that is defined in the Credit Agreement has the meaning assigned to such term in the Credit Agreement.
Each reference to "hereof, "hereunder, "herein" and "hereby" and each other similar reference and each reference
to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as amended hereby.
Section 2. Amendments. Subject to the occurrence of the Effective Date (as hereinafter
defined), the Credit Agreement is hereby amended as follows:
(a) The second sentence in the definition of "Indebtedness" in Section 1.1 of the Credit
Agreement is amended by deleting the word "and" at the end of clause (iii) thereof and substituting thereafter a
comma and adding at the end of clause (iv) the following:
"(v) power-purchase contract obligations and fuel contract obligations that in each
case are included as indebtedness on the consolidated balance sheet of SCE, and (vi) indebtedness of variable
interest entities that are consolidated with the Borrower for financial reporting purposes and whose indebtedness
is non-recourse to the Borrower and its Subsidiaries (other than such entities)."
(b) Section 5.2(a) of the Credit Agreement is amended by deleting clause (ii) thereof and
replacing it in its entirety with the following:
"(ii) the representations and warranties set forth in Sections 4.2 and 4.7 shall not
be required to be restated on any date (including, for the avoidance of doubt, any Borrowing Date) after the
Closing Date."
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(c) Section 6.4 of the Credit Agreement is amended by (1) deleting clause (d) thereof; (2)
adding the word "and" at the end of clause (b) thereof, and (3) restating clause (c) thereof to read as follows:
"(c) any litigation or proceeding or, to the knowledge of the Borrower, investigation
that relates to any Loan Document."
Section 3. Conditions to Effectiveness. The provisions of Section 2 of this Amendment
shall become effective as of the date first above written (the "Effective Date"), subject to the receipt by the
Administrative Agent from each of the Borrower and the Required Lenders of a counterpart hereof signed by such
party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such
party has signed a counterpart hereof.
Section 4. Effect of Amendment. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender, the Administrative Agent, the Syndication Agent or the Documentation Agents under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan Documents.
Section 5. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
[Signature pages follow.]
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IN WITNESS WHEREOF, the parties hereto have cause this Amendment to be duly executed as of the
date first above written.
EDISON INTERNATIONAL
By /s/ Xxxx X. Xxxxxxx
-----------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Treasurer
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent, as Issuing Lender and as a Lender
By: /s/ Xxxxxx X. Xxxxx
------------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
CITICORP NORTH AMERICA, INC., as Syndication Agent and as a
Lender
By: /s/ Neitzsche Rodricks
-------------------------------------------------
Name: Neitzsche Rodricks
Title: Vice President
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Signature Page to First Amendment to Credit Agreement
EDISON INTERNATIONAL
Signature Page to First Amendment dated
as of May 20, 2005 to Credit Agreement
dated as of February 1, 2005
Lender Name: ABN AMRO Bank N.V.
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Assistant Vice President
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: Assistant Vice President
Commitment: $43,125,000
EDISON INTERNATIONAL
Signature Page to First Amendment dated
as of May 20, 2005 to Credit Agreement
dated as of February 1, 2005
Lender Name: The Bank of New York
By: /s/ Xxxxx Xxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
EDISON INTERNATIONAL
Signature Page to First Amendment dated
as of May 20, 2005 to Credit Agreement
dated as of February 1, 2005
Lender Name: Credit Suisse, New York Xxxxx
(formerly known as Credit Suisse First
Boston, acting through its Cayman Island Branch)
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Director
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Associate
EDISON INTERNATIONAL
Signature Page to First Amendment dated
as of May 20, 2005 to Credit Agreement
dated as of February 1, 2005
Lender Name: Duetsche Bank AG New York Branch
By: /s/ Xxxxx X. Xxxx
---------------------------------
Name: Xxxxx X. Xxxx
Title: Managing Director
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
Commitment: $43,125,000
EDISON INTERNATIONAL
Signature Page to First Amendment dated
as of May 20, 2005 to Credit Agreement
dated as of February 1, 2005
Lender Name: XXXXXX BROTHERS BANK, FSB
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
Commitment: $69,375,000
EDISON INTERNATIONAL
Signature Page to First Amendment dated
as of May 20, 2005 to Credit Agreement
dated as of February 1, 2005
Lender Name: MELLON BANK N.A.
By: /s/ Xxxx X. Xxxxxx
---------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
Commitment: $22,500,000
EDISON INTERNATIONAL
Signature Page to First Amendment dated
as of May 20, 2005 to Credit Agreement
dated as of February 1, 2005
Lender Name: Xxxxxxx Xxxxx Bank USA
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Director
Commitment: $22,500,000
EDISON INTERNATIONAL
Signature Page to First Amendment dated
as of May 20, 2005 to Credit Agreement
dated as of February 1, 2005
Lender Name: Xxxxxxx Xxxxx Capital Corporation
By: /s/ Xxxxx X. X. Xxxxxx
---------------------------------
Name: Xxxxx X. X. Xxxxxx
Title: Vice President
EDISON INTERNATIONAL
Signature Page to First Amendment dated
as of May 20, 2005 to Credit Agreement
dated as of February 1, 2005
The Royal Bank of Scotland plc
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Commitment: $43,125,000
EDISON INTERNATIONAL
Signature Page to First Amendment dated
as of May 20, 2005 to Credit Agreement
dated as of February 1, 2005
Lender Name: Union Bank of California N.A.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
Commitment: $69,375,000
EDISON INTERNATIONAL
Signature Page to First Amendment dated
as of May 20, 2005 to Credit Agreement
dated as of February 1, 2005
Lender Name: XXXXX FARGO BANK, N.A.
By: /s/ Ling Li
---------------------------------
Name: Ling Li
Title: Vice President
Commitment: $69,375,000
